AVLR Avalara Inc

Altair Notes that the Transaction Comes at the Wrong Time, After a Flawed Process and at the Wrong Price

Reiterates that There is No Imperative to Sell Avalara

SANTA ROSA, Calif., Sept. 22, 2022 /PRNewswire/ -- Altair US, LLC ("Altair" or "we"), a pre-IPO angel investor in Avalara, Inc. (NYSE:  AVLR) (the "Company" or "Avalara") and one of the Company's largest shareholders, released a presentation describing it intends to reject the Company's proposed sale to Vista Equity Partners ("Vista"). The proposed sale is subject to a vote of shareholders at the upcoming Special Meeting of Shareholders scheduled to be held on October 14, 2022.

The presentation is available at: https://tinyurl.com/5n8v24ye

As outlined in the presentation, Altair believes that:

• The timing of the transaction is wrong: The Board decided to seek a sale of the Company during a time when macroeconomic factors like rising interest rates, inflation, supply chain disruptions and concerns over consumer spending have rattled the equity markets. At the same time, volatile capital markets have made financing more expensive and more difficult to obtain for acquirers. In our view, there was no urgent need to sell the Company; Avalara has ample cash and a bright future with a near-term path to achieving operating profitability.
• The sale process was flawed: The sale process appears to have been a spur-of-the-moment decision, driven by the desires of opportunistic acquirers and guidance from a financial advisor, Goldman Sachs, who was highly incentivized to pursue and close a transaction. The Board's "process" engaged with a very limited number of potential buyers, and given the close relationship between Vista, Avalara's financial advisor and members of the Avalara Board, we are concerned that Vista may have been the preferred buyer all along.
• The price is inadequate: The bad timing and deeply flawed process resulted in a price that we believe is insufficient to compensate Avalara shareholders for forfeiting their claim on the Company's future earnings and prospects. Vista's offer is well below sell-side analyst price targets prior to the deal and below Avalara's historical valuation multiple. We believe this price reflects near-term pessimism and transient market dynamics, rather than Avalara's true potential as a market leader with a strong competitive moat and a clear runway to further growth and profitability.

Altair encourages shareholders to read carefully the proxy materials published by the Company and those that are forthcoming from Altair.

In connection with the proposed acquisition of Avalara, Inc. (the "Company") (NYSE:  AVLR) by affiliates of Vista Equity Partners Management, LLC (the "Merger"), the Company entered into an Agreement and Plan of Merger, dated as of August 8, 2022, with Lava Intermediate, Inc., a Delaware corporation ("Parent"), and Lava Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of Parent (the "Merger Agreement").  The Participants (as defined below) intend to file a definitive proxy statement and accompanying proxy card with the SEC to be used to solicit proxies for votes (the "Proxy Solicitation") opposing the adoption of the Merger Agreement at the special meeting of shareholders (the "Special Meeting") and regarding other proposals that may come before the Special Meeting. The Participants in the Proxy Solicitation are anticipated to be Altair US, LLC, a Delaware limited liability company ("Altair US"), and Richard Bailey (collectively, the "Participants"), the Manager of Altair US. As of the date hereof, each of the Participants may be deemed to beneficially own, in the aggregate, 850,892 shares of common stock of the Company. 

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO SROWLAND@SHAREHOLDERSDESERVEBETTER.COM. 

Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person.  In addition, the discussions and opinions in this press release and the material contained herein are for general information only and are not intended to provide investment advice.  All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements.  The projected results and statements contained in this press release and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different.   Altair US, LLC disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate.

ALTAIR US, LLC HAS NEITHER SOUGHT NOR OBTAINED THE CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN THAT HAVE BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY SUCH THIRD PARTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTIES FOR THE VIEWS EXPRESSED HEREIN.

Altair is a family office.

MacKenzie Partners, Inc.
Bob Marese
(212) 929-5500

Stanley Rowland
Phone: (925) 708-5611
srowland@ShareholdersDeserveBetter.com

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SOURCE Altair US, LLC